Common use of Impact of Section 280G of the I.R Clause in Contracts

Impact of Section 280G of the I.R. C. In the event that the Company anticipates entering into a transaction that may result in a change in control of the Company, the Company, to the extent reasonably feasible, shall undertake to have payments that would otherwise be “parachute payments” within the meaning of Section 280G(b)(2) of the Code excluded, pursuant to the provisions of Section 280G(b)(5) of the Code, from being “parachute payments.” In the event that payments, benefits and distributions by the Employer to or for the benefit of the Executive under this Agreement or otherwise relating to the termination of the Executive’s employment in connection with a change in control of the Company, including a Change in Control (whether paid or payable or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation deemed amounts under the Code resulting from the acceleration of the vesting of any stock options or other equity-based incentive award) (the “Gross Payments”) constitute a “Parachute Payment,” as such term is defined in Section 280G of the Code, and, if actually paid or distributed, would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate amount of the Gross Payments shall be increased such that, after the payment by the Executive of (i) applicable federal, state and local income taxes on such increased payments and (ii) excise taxes on all such payments (including the Gross Payments), the Executive retains such Gross Payments and the obligation to pay applicable federal, state and local income taxes thereon. The additional payment provided for herein shall be paid to Executive (or paid on behalf of Executive to the taxing authorities) upon the date the taxes are required to be remitted by Executive to the taxing authorities. The determination to be made with respect to this paragraph shall be made by an independent auditor (the “Auditor”) jointly selected by the Executive and Company and paid for by Employer. The Auditor shall be a locally recognized United States public accounting firm that has not, during the two years preceding the date of its selection, acted in any way on behalf of the Employer.

Impact of Section 280G of the I.R. C. In the event that the Company Parent anticipates entering into a transaction that may result result, after the date hereof, in the occurrence of a change in the ownership or effective control of Parent or in the Companyownership of a substantial portion of the assets of Parent (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (“Code”), and the Companyregulations thereunder), Parent, to the extent reasonably feasible, shall undertake to have payments that would otherwise be “parachute payments” within the meaning of Section 280G(b)(2) of the Code (“Parachute Payments”) excluded, pursuant to the provisions of Section 280G(b)(5) of the Code, from being “parachute payments.” Parachute Payments. In the event that any payments, benefits and or distributions by the Employer of any type to or for the benefit of the Executive under this Agreement or otherwise relating to the termination of the Executive’s employment in connection with a change in control of the Company, including a Change in Control (whether paid or payable or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation deemed amounts under the Code resulting from the acceleration of the vesting of any stock options or other equity-based incentive award) (the “Gross Payments”) constitute a “Parachute Payment,” as such term is defined in Section 280G of the CodePayments, and, if actually paid or distributed, would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate amount of the Gross Payments shall be increased by an amount (“Additional Payment”), such that, after the payment by the Executive of (i) applicable federal, state and local income taxes on such increased payments the Additional Payment and (ii) excise taxes on all such payments (including the Gross Payments)Payments and Additional Payment, the Executive retains such Gross Payments and the obligation to pay the applicable federal, state and local income taxes thereonon the Gross Payments. The additional payment provided for herein Any Additional Payment becoming payable pursuant to this Section 7 shall be paid to made by the end of Executive’s taxable year next following Executive’s taxable year in which Executive (or paid on behalf of Executive to remits the taxing authorities) upon the date the taxes are required to be remitted by Executive to the taxing authoritiesrelated taxes. The determination to be made with respect to this paragraph Section 7 shall be made by an independent auditor (the “Auditor”) jointly selected by the Executive and Company Parent and paid for by EmployerEmployer and/or Parent. The Auditor shall be a locally recognized United States public accounting firm that has not, during the two years preceding the date of its selection, acted in any way on behalf of the EmployerEmployer or any member of the Parent Group.

Impact of Section 280G of the I.R. C. In the event that the Company anticipates entering into a transaction that may result in a change in control of the CompanyCompany within the meaning of Code Section 280G, the Company, to the extent reasonably feasible, shall undertake to have payments that would otherwise be “"parachute payments” " within the meaning of Section 280G(b)(2) of the Code excluded, pursuant to the provisions of Section 280G(b)(5) of the Code, from being “"parachute payments.” " In the event that payments, benefits and distributions by the Employer to or for the benefit of the Executive under this Agreement or otherwise relating to the termination of the Executive’s employment in connection with a change in control of the Company, including a Change in Control (whether paid or payable or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including without limitation deemed amounts under the Code resulting from the acceleration of the vesting of any stock options or other equity-based incentive award) (the “"Gross Payments”") constitute a “"Parachute Payment,” " as such term is defined in Section 280G of the Code, and, if actually paid or distributed, would be subject to the excise tax imposed by Section 4999 of the Code, the aggregate amount of the Gross Payments shall be increased such that, after the payment by the Executive of (i) applicable federal, state and local income taxes on such increased payments and (ii) excise taxes on all such payments (including the Gross Payments), the Executive retains such Gross Payments and the obligation to pay applicable federal, state and local income taxes thereon. The additional payment provided for herein shall be paid to Executive (or paid on behalf of Executive to the taxing authorities) upon the date the taxes are required to be remitted by Executive (including remittance by the Employer pursuant to its withholding obligations) to the taxing authorities. The determination to be made with respect to this paragraph shall be made by an independent auditor accountant (the “Auditor”"Accountant") jointly selected by the Executive and Company and paid for by Employer. The Auditor Accountant shall be a locally recognized United States public accounting firm that has not, during the two years preceding the date of its selection, acted in any way on behalf of the Employer.